Common use of Reasonable Reliance Clause in Contracts

Reasonable Reliance. (a) In the performance of its duties hereunder, the Securityholders’ Representative shall be entitled to (i) rely upon any signature, document or instrument reasonably believed to be genuine, accurate as to content and signed by any Securityholders or any party hereunder and (ii) assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. 119 (b) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholders’ Representative with respect to any matter within the Securityholders’ Representative’s authorization under this Article X shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Securityholders and shall be final, binding and conclusive upon each such Securityholder; and Parent, the Company, the Surviving Company, the Paying Agent and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Securityholder. Parent, the Company, the Surviving Company, the Paying Agent and the Escrow Agent are hereby relieved from any liability to any Person for any acts done (or purported to be done) by them in accordance or reliance upon the actions of the Securityholders’ Representative, including with respect to any notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Securityholders’ Representative. Without limiting the foregoing, notwithstanding anything to the contrary in this Agreement, Parent may rely on the Consideration Spreadsheet and each Post-Closing Payment Spreadsheet with respect to the amount and allocation of each payment with respect to the Merger Consideration, or other payments hereunder, to each Securityholder, each Securityholder acknowledges and agrees that neither Parent nor any of its Affiliates (including the Company Group) shall have any additional obligation under this Agreement (or any Constitutive Document, Contract or Benefit Plan or otherwise) with respect to payment of the Merger Consideration or other payments hereunder so long as they are made consistent with the Consideration Spreadsheet or applicable Post-Closing Payment Spreadsheet or, if applicable, other written direction from the Securityholders’ Representative.

Reasonable Reliance. (a) In the performance of its duties hereunder, the Securityholders’ Representative shall be entitled to (ia) rely upon any signature, document or instrument reasonably believed to be genuine, accurate as to content and signed by any Securityholders or any party hereunder and AmericasActive:12666190.14 hereunder, (iib) assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. 119 so and (c) rely upon the Consideration Spreadsheet. (b) After the Closing, any Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholders’ Representative with respect to any matter within the Securityholders’ Representative’s authorization under this Article X XII or under any SR Agreement shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Securityholders and shall be final, binding and conclusive upon each such Securityholder; and Parent, the Company, the Surviving Company, the Paying Agent each Parent Indemnified Party and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Securityholder. Parent, the Company, the Surviving Company, the Paying Agent each Parent Indemnified Party and the Escrow Agent are hereby relieved from any liability to any Person for any acts done (or purported to be done) by them in accordance or reliance upon the actions of the Securityholders’ Representative, including with respect to any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Securityholders’ Representative. Without limiting the foregoing, notwithstanding anything to the contrary in this Agreement, Parent may rely on the Consideration Spreadsheet and each Post-Closing Payment Spreadsheet with respect to the amount and allocation of each payment with respect to the Merger Consideration, or other payments hereunder, to each Securityholder, each Securityholder acknowledges and agrees that neither Parent nor any of its Affiliates (including the Company Group) shall have any additional obligation under this Agreement (or any Constitutive Document, Contract or Benefit Plan or otherwise) with respect to payment of the Merger Consideration or other payments hereunder so long as they are made consistent with the Consideration Spreadsheet or applicable Post-Closing Payment Spreadsheet or, if applicable, other written direction from the Securityholders’ Representative.

Reasonable Reliance. (a) In the performance of its duties hereunder, the Securityholders’ Representative shall be entitled to (i) rely upon any signature, document or instrument reasonably believed to be genuine, accurate as to content and signed by any Securityholders or any party hereunder and (ii) assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. 119 . (b) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholders’ Representative with respect to any matter within the Securityholders’ Representative’s authorization under this Article X shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Securityholders and shall be final, binding and conclusive upon each such Securityholder; and Parent, the Company, the Surviving Company, the Paying Agent and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Securityholder. Parent, the Company, the Surviving Company, the Paying Agent and the Escrow Agent are hereby relieved from any liability to any Person for any acts done (or purported to be done) by them in accordance or reliance upon the actions of the Securityholders’ Representative, including with respect to any notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Securityholders’ Representative. Without limiting the foregoing, notwithstanding anything to the contrary in this Agreement, Parent may rely on the Consideration Spreadsheet and each Post-Closing Payment Spreadsheet with respect to the amount and allocation of each payment with respect to the Merger Consideration, or other payments hereunder, to each Securityholder, each Securityholder acknowledges and agrees that neither Parent nor any of its Affiliates (including the Company Group) shall have any additional obligation under this Agreement (or any Constitutive Document, Contract or Benefit Plan or otherwise) with respect to payment of the Merger Consideration or other payments hereunder so long as they are made consistent with the Consideration Spreadsheet or applicable Post-Closing Payment Spreadsheet or, if applicable, other written direction from the Securityholders’ Representative.

Reasonable Reliance. (a) In the performance of its duties hereunder, the SecurityholdersStockholders’ Representative shall be entitled to (ia) rely upon any signature, document or instrument reasonably believed to be genuine, accurate as to content and signed by any Securityholders or any party hereunder and hereunder, (iib) assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. 119 so and (c) rely upon the Consideration Spreadsheet. (b) After the Closing, any Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the SecurityholdersStockholders’ Representative with respect to any matter within the SecurityholdersStockholders’ Representative’s authorization under this Article X XII shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Securityholders and shall be final, binding and conclusive upon each such Securityholder; and ParentBuyer, the Company, the Surviving Company, the Paying Agent each Buyer Indemnified Party and the Escrow Agent shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Securityholder. ParentBuyer, the Company, the Surviving Company, the Paying Agent each Buyer Indemnified Party and the Escrow Agent are hereby relieved from any liability to any Person for any acts done (or purported to be done) by them in accordance or reliance upon the actions of the Securityholders’ Representative, including with respect to any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Securityholders’ Representative. Without limiting the foregoing, notwithstanding anything to the contrary in this Agreement, Parent may rely on the Consideration Spreadsheet and each Post-Closing Payment Spreadsheet with respect to the amount and allocation of each payment with respect to the Merger Consideration, or other payments hereunder, to each Securityholder, each Securityholder acknowledges and agrees that neither Parent nor any of its Affiliates (including the Company Group) shall have any additional obligation under this Agreement (or any Constitutive Document, Contract or Benefit Plan or otherwise) with respect to payment of the Merger Consideration or other payments hereunder so long as they are made consistent with the Consideration Spreadsheet or applicable Post-Closing Payment Spreadsheet or, if applicable, other written direction from the SecurityholdersStockholders’ Representative.